Terms of Service

Last updated on December  1, 2020.

PLEASE READ THIS TERMS  OF SERVICE BEFORE ACCEPTING THIS TERMS  OF SERVICE AND SUBSCRIBING TO USE THE SUBSCRIPTION SERVICE AND PRODUCTS

Terms and Conditions

Scope

Orderadmin has developed certain systems, products and technology, as further described and defined below, to provide Warehousing, Fulfilment and Shipping services to simplifies the warehousing, inventory management and order fulfillment processes for e-commerce businesses.

These Terms and Conditions constitute a legally binding agreement («Terms of Service») made between you («Customer», «you», «your» or related terms) and Orderadmin («Orderadmin», «Company», «us», «our» or «we») as a provider of cloud-based Subscription Services, as further described and defined below, concerning your use of a Software application («Platform») and receiving the Services that are ordered by you and are provided by Orderadmin. 

Any services, systems, products and platform offered by Orderadmin are referred to in these Terms of Services as the «Services».

All Services of Orderadmin are provided as «Software as a Service» (SaaS), where the Customer does not purchase a copy of the software on a physical media or similar but a subscription to the Services as they are made available online. 

Upon purchasing a subscription the Customer is granted access to and a right to use the Services as set forth in these Terms of Service. All services of Orderadmin are subject to the these Terms of Service, including Services, the Platform, or features added or purchased at a later time.

Acceptance of Terms

You acknowledge that you have read, understood, have the authority to, and agree to be bound by this Terms of Service by implementation of one or all of the following terms:

• complete an account registration for Services;
• by accessing or using the Services;
• order any Services, including, but not limited to, set up, consulting, customisation, hire an expert, training.

You consent to receive communications from us electronically, and you agree that such electronic communications, notices, and postings satisfy any legal requirements that such communications be in writing. By receiving the Services, you agree to these Terms of Service. If You do not agree with this Terms of Service, You must not accept this Terms of Service and may not use any of the Services.

We reserve the right to change or revise this Terms of Service at our discretion at any time. We periodically update these Terms of Service on our website, be sure to occasionally check back for updates. If any change or revision to this Terms of Service is not acceptable to you, stop using the Service and send a cancellation email to hello@oawms.com or support@oawms.com. Otherwise, you will be bound by the changed or revised terms.

If these Terms of Services materially changed since you last access or used the Services, you acknowledge and agree that your continued access or use of the Services constitutes your acceptance of the changed Terms of Services.

Definitions

«Services» means, collectively each product and service offering of the Orderadmin and each product and service offering that is proprietary to“Third Party Offerings that is provided to Customer by Orderadmin pursuant to this Terms of Service, and that Customer purchases from Orderadmin, including, but not limited to, the Orderadmin’s hardware and software applications related thereto, consisting of the hosting of Platform at a Data Center for access to and use by Customer as provided herein (being any Services as «one time», non-recurring professional services such as consulting Services, integration Services or implementation Services, as applicable), and access to and use of the Platform, or the Orderadmin-provided or its supplier-provided Services through the Platform.

«Platform» means the specific proprietary software-as-a-service product of Orderadmin including any related Orderadmin Code and Documentation, that are licensed to the Customer under this Terms of Service in connection with the Services, including, but not limited to, any related components provided with the Software, application programming interfaces, and any updates and releases thereto.

The “Services” include, without limitation,

The «Services» include, without limitation,

1. use of the Orderadmin Platform;
2. use of Orderadmin Application and Desktop Platform interfaces;
3. inventory management of physical goods (including, but not limited to, receipt, allocate, storage);
4. order management System, including, but not limited to, digital picking, packaging;
5. shipment of physical goods pursuant to the orders, including, but not limited to, calculations for shipping charges;
6. order return management, including, but not limited to, receipt, allocate, storage of physical goods pursuant to the returned orders;
7. all data reports pursuant to the warehousing and fulfilment processes;
8. use of Orderadmin’s proprietary Services;
9. all associated documentation, including, but not limited to, designated user manuals, handbooks, online materials, specifications or forms furnished by Orderadmin to Customer or Users that describe the features, functionality or operation of the Platform and Services;
10. any updates, upgrades and improvements initiated by Orderadmin;
11. any updates, upgrades and improvements initiated, ordered and paid by Customer;
12. all text, images, sounds, video, and content;
13. standard on-boarding Service;
14. guided on-boarding Service;
15. technical support;
16. The «Services» exclude any hardware or software not located at the our Data Center, any Customer-controlled systems (including without limitation networking infrastructure) telecommunication equipment or services, and the Internet.
17. The «Services» do not include any Third Party Products.

«Data Center» means the location where the Platform is installed by Orderadmin or its contractors for use by Customer pursuant to the Cloud Services provided hereunder.

«Setup» means the act of making the Platform ready for execution.

«Customisation» means the modification and configuration of the Platform to meet Customer’s individual requirements. 

«Third Party Products» means products, data or other materials that Customer may use through the Platform interface through effectively connection a Third-Party Services to the Orderadmin SaaS System for the benefit of a Customer («Integration»).

«Third Party Services» means third party products, applications, services, software, products, networks, systems, directories, websites, databases and information which may be provided by a third-party; or other products or services which the Customer or Orderadmin may connect to or enable.

«Subscription» means the purchase of a right to use the Services for some period.

«Annual Subscription» means twelve (12) months Subscription, where the Services has been paid for twelve (12) months in advance.

«Fees» means: (a) the subscription fees Customer is required to pay for use of the Subscription Service and Products («Subscription Fee») , (b) and fees for Services, including, but not limited to, Setup Services («Setup Fee»), Consulting Services («Consulting Fee»), Customisation Services («Customisation Fee»), as set forth on the applicable Order Documents.

«Free Trial» means using the Platform without paying Subscription Fee during fourteen (14) days.

«Technical support» means the maintenance and support the Services provided by Orderadmin. Technical support is provided via email support@orderadmin.eu.

«Documentation» means all associated documentation, including, but not limited to, designated user manuals, handbooks, online materials, specifications or forms furnished by Orderadmin to Customer or its Users that describe the features, functionality or operation of the Platform and Services. Documentation is provided in generic form and does not cover specific use cases or custom configurations.

«Customer Data» means Customer’s information or other data processed, or transmitted by, in or through the Services, including without limitation, personal information relating to the Customer’s personnel, all data, materials and content, that you provide or post, upload, input or submit through the Services in connection with your Account.

«Order Documents» means Order documents for the Services duly submitted on-line or in any other manner required by Orderadmin, in the form provided by Orderadmin, setting forth the Services ordered and the applicable Fees; and/or such other documents as may be required by Orderadmin from time to time in connection with the subscription for the Services. When submitted by Customer and accepted by Orderadmin, all applicable Order Documents of Customer are incorporated into this Terms of Service by this reference and are part of this Terms of Service as if fully set forth in this Terms of Service. Order Documents is considering accepted by Orderadmin when the Customer received an invoice, or a confirmation via email.

«Registration Form» means the registration form setting forth such order information as the contact information of the Customer, the services selected, the number of users permitted, the amount and method of payment, and the dates of the initial period of the Subscription.

«Users» means users, including, but not limited to, Customer’s representative, employee, who are authorised to use the Platform by Customer and for Customer’s benefit through the Customer’s Subscription and the Customer’s Owner Account to the Services and who have been supplied unique User identifications («IDs») and passwords for this purpose.

«Website» means Orderadmin’s websites where the Services may be accessed by Users via the available login.

«Owner Account» means the main and only single Customer Account of the Platform with administrative rights that allow to create Users with User ID’s and passwords, and to vary its access rights. The number of the Users under any single Owner Account may not exceed the number of permitted seats paid under the Services Subscription.

«Free Trial» means using the Platform without paying Subscription Fee and limited in time, by features or other restrictions. Please, see the duration of a Free Trial on our Web site.

«Confidential Information» means information that includes, but is not limited to, address records, demographic, and financial information in any form protected by statute or when the release of which would constitute an unreasonable invasion of Privacy, unless the public interest by clear and convincing evidence requires Disclosure in the particular instance, as approved by Employer. Confidential Information also includes Personally Identifiable Information (PII), as that term is defined below. Confidential Information may be in paper, electronic and verbal forms, and includes images as well as text. Confidential Information includes all information designated confidential by law, rule, policy or procedure, as may be amended from time to time, (collectively referred to herein as “Policy”), such as passwords, client names, trade secrets, information concerning any taxpayer (from any return, declaration, application, audit, investigation, film, record or report) and security audits.

«Personally Identifiable Information» or PII means all information that identifies, or can be used to identify, locate, contact, or impersonate a particular individual. Examples may include but are not limited to a specific individual’s: first name (or initial) and last name (current or former); geographical address; electronic address (including an e-mail address); personal cellular phone number; telephone number or fax number dedicated to contacting the individual at his or her physical place of residence. When connected with one or more of the items of information specified above, PII includes any other information concerning an individual that, if disclosed, identifies or can be used to identify a specific individual physically or electronically.

«Data Controller» is a person, company, or other body that determines the purpose and means of PII processing (this can be determined alone, or jointly with another person/company/body).

Eligibility

In order to use the Services, you must:

• be at least eighteen (18) years old and able to enter into contracts;
• you have the legal capacity and you agree to comply with these Terms of Service;
• agree to these Terms of Service and understand your obligations under these Terms of Service;
• complete the Account registration process;
• warrant that all Account registration data you submit is true, accurate and complete;
• you acknowledge that you are responsible for all activity in connection with your Account;
• you acknowledge that you are responsible for your Customer Data;
• you will not use the Services for any illegal or unauthorised purpose;
• your use of the Services will not violate any applicable law or regulation;
• not be based in Cuba, North Korea, Iran, Syria or any other country that is subject to a U.S. government embargo, or that has been designated by the U.S. government as a «terrorist-supporting» country; and not be listed on any U.S. government list of prohibited or restricted persons.

Orders

The Order Documents will specify the Services that you is subscribing for, the related number of Users, and any Services, including, but not limited to, consulting, configuration, customisation, guided set up, hiring expert, that you is purchasing from Orderadmin Services. 

Following Orderadmin’s acceptance of each Order Document and your payment of Subscription and any Initial Fees due under such Order Documents, Orderadmin will make the Products available to you and your Users for access, using a password-protected account on the Orderadmin’s Platform. 

Account Terms

• Registration is required for you to establish an Account for access and use the Services. Orderadmin will ask you to provide certain registration details or other information about yourself through a Registration Form. All such information is subject to our Privacy Policy.
• You agree to provide for Account certain current, complete, and accurate information indicated as required in a Registration Form, and to maintain and update such Customer Data as required to keep such information current, complete and accurate. 
• You warrant that your Customer Data is and will continue to be accurate and current, and that you are authorised to provide such Customer Data. You warrant that any Customer Data provided by you does not belong to a third party whose rights have been violated by the Customer Data being posted on to the Service. Furthermore if any content is owned by a third party you agree to pay all royalties, fines and settlements owed to that party, without seeking any contribution from Orderadmin.
• You authorise Orderadmin to verify your Customer Data at any time. Orderadmin has the right, but not the obligation, to monitor Your Customer Data. You further agree that Orderadmin may remove or disable any Content (including Your Customer Data) at any time for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such Content or Your Customer Data), or for no reason at all.
• As part of the primary registration process for the Services Subscription, you will identify as an Owner Account.
• You warrant that the email you provide on Account registration is the primary method of communication with you. You are responsible to maintain your email updated.
• By creating an account, you agree that you may receive communications from us, such as newsletters, special offers, and account reminders and updates.
• You cannot create an Account using the names and information of another person or use words that are the trademarks or the property of another party, or are vulgar, obscene or in any other way inappropriate.
• You agree to keep your password confidential and will be responsible for all use of your account and password.
• Once you have an account, you are responsible for all activities that occur in connection with your account. You will treat as confidential your account access credentials and will not to disclose it to any third-party. You agree to immediately notify us if you have any reason to believe that your account credentials have been compromised or if there is any unauthorised use of your account or password, or any other breach of security. 
• You may use the Owner Account to create Users with UserIDs and passwords, and assign the different Roles through the Platform and vary its access rights. The number of the Users under any single Owner Account may not exceed the number of permitted seats paid under the Services Subscription.
• You are responsible for ensuring that all users to whom you provide access to the Service have read and agreed to these Terms of Service  prior to using it.
• You under your Owner Account are responsible and liable for the all acts and defaults arising from use of your Users in the performance of obligations under these Terms of Service as if they were the Owner Account’s own acts and defaults.
• Orderadmin may reject your application for an Account registration, cancel an existing Account, suspend your ability to use certain portions of the Services, and/or ban you altogether from the Services for any or no reason, and without notice or liability of any kind.

Licensing, Use of the Services and Limitation of uses

• Non-exclusivity, no other terms. We grant you a non-exclusive worldwide right and license to access and use the Services and any Documentation as further described in the Terms of Service and in accordance with the Order Documents. 
• Each User of the Platform must have a unique user identification name and password (“UserID“) for access to and use of the Services. Customer shall be responsible for ensuring the security and confidentiality of the UserIDs of its Users. UserIDs may not be provided to any individual who is not a User. Customer will use commercially reasonable efforts to prevent unauthorised access to, or use of, the Services, and will notify Orderadmin immediately of any such unauthorised use.
• User licenses shall not be shared between users under the Customer’s Owner Account. Orderadmin reserve rights to close or deleted the Owner Account. Orderadmin reserve rights to immediately terminate all Services and access to the Platform and all licenses and rights granted under this Terms of Service hereto upon Termination of this Terms of Service. 
• All New Versions of the Services are subject to this Terms of Services. Orderadmin reserve the right to update, upgrade or modify the Service at any time without notice you, and you acknowledge and agree that New Versions may add, eliminate or modify features as well as, change system requirements of the Services, Third Party Software, Subscription Plans and features, and provide bug-fixes. 
• Orderadmin are not obligated to give you a prior notice if we intend to substantially modify the Services. If the New Version will or has substantially modified the Services to your disadvantage you may terminate this Terms of Service in accordance with section «Termination». Otherwise you shall be deemed to have accepted the New Version if not terminated by you. 
• The Customer shall not use, copy or duplicate the Platform (including Documentation) for any purpose, or make the Platform available to unauthorised third parties. The Customer shall not (a) use the Platform for electronically distribute, or timeshare the Platform; or reverse engineering, disassemble, or decompilation of the Platform without written permission from Orderadmin.

Pricing

Orderadmin offers User-based pricing. For current pricing and plans, please see our Web site «Pricing» page. Orderadmin may change pricing and the features offered for any or no reason, and without notice or liability of any kind.

Fees

We will disclose the duration and cost of the Services Fees before you purchase the Services and will confirm the duration and the cost of the Services by invoicing you or via email following your purchase as provided in Section «Order» of this Terms of Service. Orderadmin accepting the Order Documents by invoicing the Customer, or confirming via email.

Orderadmin reserves the rights to adjust its pricing in response to currency fluctuations, including, but not limited to, currency conversation rate changes, conversion fee changes, and/or discount rate changes.

Orderadmin may terminate this Terms of Services if a payment is thirty (30) or more days delinquent, and, payment is not received within ten (10) days after such notice of delinquency is received by Customer.  Delinquency shall mean thirty (30) days after the invoice date.

All dollar amounts stated in this Terms of Service and the website will be in US dollars unless otherwise specified.

Sales tax

All fees are exclusive of any applicable use, sales taxes, value-added taxes, payment transfer fees, or other amounts attributable to Customer’s execution of this Terms of Service (collectively “Taxes”). If you are located in the European Union, all fees are exclusive of any VAT and you represent that you are registered for VAT purposes in your member state. If you are subject to GST, all fees are exclusive of GST. Customer shall be solely responsible for the payment of any taxes, payment transfer fees, provided that if any such fees or withholding tax is deducted or levied, then Customer shall gross up the sums paid to Orderadmin so that the amount received by Orderadmin after the withholding tax is deducted is the full amount Orderadmin would have received if no withholding or deduction had been made.

Free Trial

• Where and if permitted by Orderadmin, the You may use the Services to allow for a thorough evaluation (the «Free Trial”). If you participate in a Free Trial offer for Subscription , unless you completes and submits an Order documents to Orderadmin electing to convert the Free Trial to a Subscription within the Trial period, the Services will be shut off after the Trial period has expired.
• You acknowledge and agree that if provided for Free Trial, the Services may be limited in time, by features or other restrictions.
• Not all Services include a Trial, and it is only available at the Orderadmin’s discretion. During a Trial, the Customer will be given the opportunity to review and select available Subscription options.

Setup

Orderadmin charges the Setup Fee every new Customer as provided in Section «Order» of this Terms of Service. Setup fee is required to be prepaid. Setup service are non-cancellable and Setup fees are non-refundable.

Subscription

Important! Subscriptions automatically renew.

Important! All fees are non-cancellable and non-refundable.

• Subscription options include a Monthly Subscription and Annual Subscription.
• We will disclose the duration and cost of the Subscription before you purchase the Subscription and will confirm the duration and the cost of the Subscription  by invoicing you or via email following your purchase as provided in Section «Order» of this Terms of Service.
• Unless written notice is provided by one party to the other of non-renewal at least 30 days prior to the renewal date, the Term of Service will automatically extend for the same amount of time as the prior period (each, a “renewal period”). The Services are generally billed at the start of each Subscription period for the initial period or any renewal period.
• The Subscription will automatically renew until you cancel them. 
• We will continue to bill you until you affirmatively cancel the Subscription. Cancelling will end the automatic renewals of your Subscription, but we will keep any fees we have already collected for Services delivered.
• You acknowledges and agrees that You is responsible for paying the fee that applies for each period during which the Terms of Service continues and the fee is due prior to the next renewal period of the Terms of Service. 
• You acknowledges and agrees that for any multi-year Subscription, the Annual Subscription fees are either due up front for the entire subscription; or are due and payable for each year upfront on the anniversary of the Subscription (i.e., second year fees are due on the first anniversary). 

Term

If not defined in the Order Documents, this Terms of Service will commence on the date of purchase or when you start using the Services, whichever is earlier, and will continue for a period of: (a)1month («Initial Term» for a monthly Subscription), with automatic renewals for additional 1 month periods, (each a «Renewal Term»; collectively «Term»);

(b) 12 months («Initial Term» for an Annual Subscription), with automatic renewals for additional 12 months periods (each a «Renewal Term»; collectively «Term»), until terminated by either party pursuant to the termination provisions herein.

Payment

• Unless otherwise defined in the Order Documents, payment for the Service is due by when the Term begins with advance payments for the Term. All fees will be settled in the currency specified in the Order Documents. Payment of undisputed invoices will be due and payable thirty (30) days from the date of invoice.
• The method of payment shall be by electronic fund transfer to Orderadmin’s designated bank account or such other manner as agreed upon by the parties.

Termination 

• If you decide to cancel your Subscription you must provide us with notice in thirty (30) days in advance via email: support@oawms.com. 
• All Services and access to the Platform and all licenses and rights granted under this Terms of Service hereto shall immediately terminate upon Termination of this Terms of Service. 
• Upon termination of the Terms of Service, Orderadmin will terminate Customer and User access to the Services. 
• No refunds will be provided for remaining unused days under Monthly Subscription.
• No refunds will be provided for remaining unused months under «Annual Subscription». 
• No refunds will be provided for used or unused On-boarding Services.
• Upon termination of this Terms of Service any amounts owed to Orderadmin under this Terms of Service, regardless of whether not yet due and payable, will be accelerated and deemed immediately due and payable. 
• Cancellations cannot be processed via supports messenger, social media chats, live chat or other messaging system or over the phone. Any cancellations requests must be submitted only by email support@orderadmin.eu to the Orderadmin support.
• Orderadmin shall have no obligation for retaining or maintaining a copy of any such Customer Information, or data from the Platform following the date of expiration or termination of this Terms of Service governing such information or (if sooner) the expiration or termination of this Terms of Service. 
• Orderadmin shall be entitled, without further liability, to destroy all such Customer Information upon the expiration or termination of this Terms of Service.
• If you would like you re-activate your account within a short period of time, you can login and enter your billing details or contact the Orderadmin support.
• Monthly or Annual Subscriptions will automatically re-new and any cancellations should be submitted in 30 data in advanced before the payment will be processed. Cancellations submitted after a renewal will not be eligible for a refund. 

Technical Support 

• Technical support in respect of the Services is only provided to Orderadmin’s Customers having any Subscription.
• Orderadmin will provide you with ongoing Technical Support relating to the Orderadmin Platform, and will provide access to all appropriate Documentation. Technical Support is included in your Subscription Fee.
• Technical support is provided via email support@orderadmin.eu and such other means as Orderadmin decide in order to provide a proper Service to you. 
• Technical support is available 9AM to 6PM (GMT+3), Monday through Friday, excluding Bulgarian national holidays.
• Orderadmin can reject your request for the Technical Support if you are using, Free Trial Subscription, or any Subscriptions, if Orderadmin deem the request unreasonable.
• The above Technical Support do not include on-site services or training. If you requests such services, Orderadmin may provide them and invoice you at its standard daily rates plus travel and subsistence expenses.
• Orderadmin reserves the right to access your account in order to respond to your requests for Technical support.
• Additional support services, including without limitations, hiring an expert, integrations of Third Services, upon payment of applicable fees, as specified in Customer’s Order documents. Any support services are subject to this Terms of Service. 
• Technical Support shall not include, and Orderadmin shall not be responsible for, failures of the Services or Software resulting from or caused by Customer, hardware or equipment not located at the Data Center, Customer’s connection to the Data Center, third party service providers, including, without limitation, communications services providers, or otherwise disclaimed by Orderadmin or elsewhere in this Terms of Service.

Restrictions

You agree not to, and will not assist, encourage, or enable others to use the Services:

• to sublicense, resell, transfer, assign, or distribute the Services;
• to reverse engineer any portion of the Services;
• to modify, adapt, appropriate, reproduce, distribute, translate, create derivative works or adaptations of, publicly display, sell, trade, or in any way exploit Orderadmin Intellectual property, except as expressly authorised by Orderadmin;
• to remove or modify any copyright, trademark, or other proprietary rights notice that appears on any portion of the Services or on any materials printed or copied from the Services;
• to copy the Services on any other server or Internet- enabled device, or reverse engineer, decompile the Services or their enabling software for any purpose;
• make improper use of our Technical Support or submit false reports of abuse or misconduct;
• to infringes or violates any intellectual property rights, publicity/privacy rights, law or regulation;
• to use our Services or servers for the propagation, distribution, housing, processing, storing, or otherwise handling in any way lewd, obscene, or pornographic material, or any other material which we deem to be objectionable. Orderadmin may cancel an existing Account, for any reason, in its sole discretion;
• to violate any applicable national, regional, federal, state, local, or international law or regulation;
• to use or transmit the Services in violation of any applicable law, rule or regulation, including any export/import laws;
• Orderadmin may take remedial action if Customer or the Customer Data violates this Section (Restriction). Orderadmin is under no obligation to review Customer Data for accuracy or potential liability.

Customer Data Ownership

You hereby do and shall and do grant Orderadmin a worldwide, royalty-free, non-exclusive, perpetual, irrevocable, fully paid, sublicensable and transferable license to use, modify, reproduce, copy, distribute, display, publish and perform Your Customer Data for the purpose of providing the Services to you. 

Use of third party Services

Orderadmin is not responsible or liable for any issues, delays, the content or accuracy with any third-party Services and Orderadmin will not be liable for any issues with any third-party Services.

Rights of Third Parties

Save for Orderadmin and its affiliates, Orderadmin Customer and its Users, or anyone accessing Orderadmin Services pursuant to these Terms of Service, unless otherwise provided in these Terms of Service, no person or entity who is not a party to these Terms of Service shall have any right to enforce any term of these Terms of Service.

Intellectual property rights

• For purposes of this Terms of Service, «Intellectual Property» collectively means any and all copyrights, patents, patent registration rights, business processes, data rights, mask works, Marks and associated goodwill, know how,  trade secrets, moral rights, design and so-called “look and feel” and graphical user interface, data flows, product and connectivity specifications, schematics, documentation, source code and object code, data maps and definitions and other proprietary rights of each Party, whether such is now existing or may hereafter come into existence. 
• No party shall represent that it has any ownership interest in any Intellectual Property, Technology or Content of the other party licensed hereunder.
• No right, title or interest in or to the Services or any portion thereof, is transferred to the Customer or Users, and all rights not expressly granted herein, are reserved by the Orderadmin.

Data Privacy and Data Handling

Orderadmin does not share, sell, disclose or otherwise distribute your PII to third parties and will not do so in the future, unless it is required by law, it is necessary for the purposes of the contract between you and Orderadmin, or you expressly consented to this.

Orderadmin has access on behalf of the Customer to process:

• Name and address of the persons receiving the consignments.
• Information about the individual type of item sent and the value/price of the item.

Meanwhile, Customer may not be Data Controller for the PII, Orderadmin is obtaining. In that case, Orderadmin shall not be used to obtain data from 3rd parties (such as marketplaces) to process them outside of this Terms and Conditions. Owner of the data (Data Controller) may be not the same entity as Customer. In that case Customer should comply with Non-Disclosure Agreement in this Terms and Conditions.

The purpose of the PII data processing is to manage the Customer’s freight processes. Orderadmin may only process PII data to the extent necessary for the operation of the Customer, and/or if Orderadmin is required by law to process the data otherwise.

The Orderadmin may only process the PII in question in accordance with the instructions of the Data Controller, i.e. the instructions contained in the solution under which the Orderadmin shall manage freight processes for the Customer.

The Orderadmin is required to comply with the currently-applicable PII legislation and shall notify the Data Controller immediately if an instruction from the Data Controller is, in the Orderadmin’s opinion, contrary to the General Data Protection Regulation.

The Orderadmin shall use appropriate technical and organizational security measures to ensure that PII is not destroyed, lost, degraded or disclosed to unauthorized bodies, misused or otherwise processed in breach of PII legislation, whereby the Orderadmin shall implement the measures necessary pursuant to article 32 of the GDPR.

The Orderadmin is obliged to inform the Data Controller without undue delay of any data breach. In this regard, the Orderadmin shall inform the Data Controller of the nature of the data breach, If possible, the type and number of affected data subjects, as well as the type of PII concerned and the number of records of PII concerned.The measures that the Orderadmin has taken or proposes should be taken to deal with the data breach, including, where appropriate, measures to limit its potential adverse effects, the probable consequences of the data breach.

The Orderadmin shall, at the Data Controller’s request, provide the Data Controller with sufficient information to ensure that the Orderadmin has taken the necessary technical and organisational security measures. The Orderadmin shall provide all the information necessary to demonstrate that the Orderadmin complies with the General Data Protection Regulation’s article 28, whereby the Orderadmin shall allow and contribute to audits, including inspections carried out by the Data Controller or another auditor authorised by the Data Controller. It is emphasised that inspections/audits in every respect take place at the Customer’s expense.

The Orderadmin shall secure/ensure that the persons who are authorised by the Orderadmin to process PII have committed themselves to confidentiality or are bound by an appropriate statutory professional secrecy obligation.

If a data subject asks the Orderadmin (usually such requests will be made to the Customer) for access to and insight into that person’s PII, the Orderadmin shall immediately forward the request to the Data Controller.

The Orderadmin shall assist the Data Controller with appropriate technical and organizational tools to enable the Customer to fulfil the Data Controller’s obligations to respond to requests for the exercise of the rights of the data subjects as specified in chapter III of the General Data Protection Regulation.

As a natural part of the Orderadmin solution, the Orderadmin is entitled to disclose PII to the Data Controller’s freight companies, and the Data Controller is also entitled to exchange PII with the customs authorities.

In all other cases the Orderadmin may only disclose or transfer PII to third parties or sub-processors with the prior agreement with the Data Controller. However, the Orderadmin may disclose or transfer PII without the Data Controller’s instructions, if permitted by law.

If the Orderadmin hands over PII to another Orderadmin (sub-processor), the Orderadmin is obliged to conclude a sub-processor agreement with the sub-processor, whereby the Orderadmin’s sub-processor is subject to at least the same conditions as stated in this section.

The Orderadmin must not transfer PII to third countries that the EU Commission has not assessed as safe third countries.

If the information is transferred to foreign sub-processors, it must be stated in the data processing agreement, that sub-processors shall comply with the EU’s General Data Protection Regulation and any other current PII law in force. Sub-processors in EU countries with specific regulatory requirements regarding data processing must also comply with these requirements.

If applicable, you may exercise any of rights under GDPR by submitting a verifiable data subject request to Orderadmin by emailing us at support@oawms.com. You may make a request related to your personal information or on behalf of someone for which you have authorization. You must include your full name, email address, and attest to the fact that you are a citizen or resident of the UK or EEA by including your country of citizenship or residence in your request. We may require you to confirm your identity and/or legal standing for the request as well as your residency in the UK or EEA in order to obtain the information. We will respond to your request within 30 days or let you know if we need additional time.

Non-Disclosure agreement

The Customer shall not disclose to anyone, directly or indirectly, any Confidential Information including PII data used for Customer’s freight processes, but obtained from 3rd-parties (such as marketplaces), unless the individual who is the subject of the Confidential Information consents to the Disclosure in writing.

At no time shall the Confidential Information be disclosed or used for a personal or non-related to fright process reason. 

When Confidential Information is disclosed, care should be taken to prevent the redisclosure of that information to unauthorized persons or entities. Further, the Customer shall not misuse any media, documents, forms, or certificates in any manner which might compromise Confidentiality or Security or be otherwise illegal or violate terms and Conditions. 

Jurisdiction

These Terms of Service shall be interpreted, construed, and enforced in accordance with the laws of the United States and the State of Delaware. Any disputes arising from these Terms of Service shall be subject to the exclusive jurisdiction of the courts in Delaware, United States.

Language

All the Customer’s documents, schedules, registration for the Platform, notices and communications of any kind relating to this Agreement shall be made in the English language.

Severability

If any term or other provision of this Terms of Service is invalid, illegal or incapable of being enforced under any Law or as a matter of public policy, all other conditions and provisions of this Terms of Service shall nevertheless remain in full force and effect. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties to this Terms of Service shall negotiate in good faith to modify this Terms of Service so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated by this Terms of Service be consummated as originally contemplated to the greatest extent possible.

Indemnification

You will indemnify and hold Orderadmin harmless from and against any Third party claims and related costs, loss, fees, fines, damages, liabilities and expenses (including reasonable attorney’s fees) arising from or pertaining to any your Data, your Property (including services or products provided through such property), or breach. 

You also agrees to defend Orderadmin against these claims at Orderadmin request, but Orderadmin may participate in any claim through counsel of its own choosing and the parties will reasonably cooperate on any defence. You must not settle any claim without Orderadmin’s prior written consent if the settlement does not fully release Orderadmin from liability or would require Orderadmin to admit fault, pay any amounts or take or refrain from taking any action.

Publicity

You grant Orderadmin the right to add your name and company logo to our customer list and Website.

Force Majeure 

Neither party shall be liable for any failure or delay in performance under this Terms of Service that is due to any cause beyond the reasonable control of such party, including, without limiting the generality of the foregoing, fire, explosion, earthquake, storm, flood or other weather, unavailability of necessary utilities or raw materials, including phone, electricity, Internet or other communications systems, strike (excluding your or our employees), riot, war, insurrection, terrorism, export control regulations, ordinance, or instructions of Government or other public authorities, or judgment or decree of a court of competent jurisdiction. Each party will use reasonable efforts to mitigate the effect of a force majeure event. If the force majeure continues for more than 10 days, either party may terminate this Agreement without further liability to the other, except owned payments.

DISCLAIMERS

CUSTOMER’S USE OF THE SERVICES OR THE PLATFORM IS AT ITS OWN RISK. 

THE ORDERADMIN PLATFORM AND ALL RELATED SERVICES ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS.

ORDERADMIN DO NOT MAKE ANY WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. 

NEITHER ORDERADMIN, ITS AFFILIATES NOR ANY PERSON ASSOCIATED WITH‌ THEM MAKES ANY STATEMENT, WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF THE SERVICES. 

ORDERADMIN MAKES NO REPRESENTATION, WARRANTY OR GUARANTEE THAT ORDERADMIN PLATFORM AND ITS RELATED SERVICES WILL MEET CUSTOMER’S REQUIREMENTS OR EXPECTATIONS, THAT SERVICES WILL BE ACCURATE, COMPLETE OR PRESERVED WITHOUT LOSS, OR THAT ORDERADMIN PLATFORM WILL BE TIMELY, SECURE, UNINTERRUPTED OR ERROR-FREE. 

ORDERADMIN DOES NOT GUARANTEE THAT SECURITY MEASURES WILL BE ERROR-FREE AND WILL NOT BE RESPONSIBLE OR LIABLE FOR UNAUTHORISED ACCESS BEYOND ITS REASONABLE CONTROL. ORDERADMIN WILL NOT BE RESPONSIBLE OR LIABLE IN ANY MANNER FOR ANY CUSTOMER PROPERTIES, THIRD PARTY PRODUCTS, THIRD PARTY CONTENT, OR NON-ORDERADMIN SERVICES (INCLUDING FOR ANY DELAYS, INTERRUPTIONS, TRANSMISSION ERRORS, SECURITY FAILURES, AND OTHER PROBLEMS CAUSED BY THESE ITEMS), FOR REGULATED DATA RECEIVED FROM CUSTOMER IN BREACH OF THIS TERMS OF SERVICE, FOR THE COLLECTION, USE AND DISCLOSURE OF SERVICES AUTHORISED BY THIS TERMS OF SERVICE, OR FOR DECISIONS OR ACTIONS TAKEN (OR NOT TAKEN).

Orderadmin shall have no responsibility for the SETUP of or the problems incurred by Customer in its use of units, workstations, equipment, barcode scanners, barcode printers and accessory equipment of any kind, necessary for or related to use by Customer in accessing and using the Platform.

ORDERADMIN WILL NOT BE LIABLE TO ANY PARTY, INCLUDING BUT NOT LIMITED TO CUSTOMER, CUSTOMER, USER, ANY THIRD PARTY OR ANY OTHER PERSON, FOR THE CONTENT OF INFORMATION TRANSMITTED BY CUSTOMER THROUGH ORDERADMIN. ORDERADMIN WILL NOT BE LIABLE FOR ANY UNAUTHORISED ACCESS TO, OR ANY CORRUPTION, ERASURE, THEFT, DESTRUCTION, ALTERATION OR INADVERTENT DISCLOSURE OF, DATA, INFORMATION OR CONTENT TRANSMITTED, RECEIVED OR STORED ON ITS SYSTEMS OR NETWORKS. 

ORDERADMIN WILL NOT BE LIABLE IN ANY WAY TO CUSTOMER, USER, ANY THIRD PARTY OR ANY OTHER PERSON FOR ANY LOSS OF SALES OR BUSINESS, LOSS OF CONTRACT, LOSS OF DATA OR INFORMATION, INTERRUPTION OF BUSINESS, LOST PROFITS, OR REVENUES,  OR GOODWILL, OR OTHER INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES OF ANY KIND, LOSS OF USE, LOSS OR INTERRUPTION OF DATA OR COMPUTER TIME OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS, LICENSES OR SERVICES OR SIMILAR ECONOMIC LOSS, OR FOR ANY PATENT, TRADE SECRET OR COPYRIGHT INFRINGEMENT, OR FOR ANY PUNITIVE, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR SIMILAR DAMAGES OF ANY NATURE, WHETHER FORESEEABLE OR NOT, UNDER ANY WARRANTY OR OTHER RIGHT HEREUNDER,  REGARDLESS OF WHETHER IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH CLAIM OR DAMAGES, AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OR OF ANY LIMITED REMEDY. 

CUSTOMER, USER OR ANY THIRD PARTY WILL NOT APPLY FOR, SEEK OR OTHERWISE REQUEST FROM ANY COURT, RELIEF OR REMEDY IN THE FORM OF EXEMPLARY OR PUNITIVE DAMAGES.